Forbearance Agreement (12/01/23)
As previously disclosed, on September 6, 2023, Trinity Place Holdings Inc. (the “Company”) and its subsidiary borrower (the “Mortgage Borrower”) under the Master Loan Agreement, dated as of October 22, 2021 (the “Mortgage Loan Agreement”), by and between the Mortgage Borrower and Macquarie PF Inc., as lender and administrative agent (the “Mortgage Lender”), entered into a forbearance agreement effective as of September 1, 2023 (the “Forbearance Agreement”), pursuant to which, among other things, the Mortgage Lender agreed to forbear from exercising its rights and remedies during the Forbearance Period, as defined below, with respect to any failure by the Mortgage Borrower to make payments under the Mortgage Loan Agreement, including, without limitation, interest payments due on September 1, 2023 and principal and interest payments due at maturity, and achieve any Milestone Construction Hurdles or to satisfy the Quarterly Sales Hurdle (each as defined in the Mortgage Loan Agreement) or make the related prepayment as and when required, until the earliest of November 15, 2023 and the occurrence of certain other specified events (the “Forbearance Period”). The Forbearance Period terminated in accordance with the terms of the Forbearance Agreement. On November 28, 2023, the Company, Mortgage Borrower and Mortgage Lender entered into an agreement pursuant to which, among other things, the Mortgage Lender agreed to reinstate the Forbearance Period effective as of November 15, 2023 and extend the Forbearance Period to December 20, 2023, as such date may be further extended by the Mortgage Lender in its sole discretion by written notice to the Mortgage Borrower. In connection with certain of the Proposed Transactions, as defined below, the parties also agreed to non-binding terms which contemplate certain amendments to the Mortgage Loan Agreement, including among others, an extension of the maturity date by two years, subject to an extension by an additional one year period if certain conditions are satisfied.
On December 1, 2023, the Company entered into an eighth amendment (the “CCF Amendment”) to the Credit Agreement, dated as of December 19, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “CCF”), by and between the Company, as borrower, certain subsidiaries of the Company as guarantors, and TPHS Lender LLC, as initial lender (the “CCF Lender”) and as administrative agent which provided among other things for the provision of incremental term loan advances under the CCF in the amount of $750,000, with the first $375,000 being provided upon execution of the CCF Amendment and the second $375,000 to be provided upon and subject to board approval of definitive agreements in respect of certain proposed transactions with the CCF Lender and/or its affiliates, on the terms set forth in a non-binding term sheet (the “Proposed Transactions”) and the filing of preliminary materials with the Securities and Exchange Commission (“SEC”) for the solicitation of the vote or consent of the Company’s stockholders, if required. The CCF Amendment also amends the Company’s forbearance agreement with the CCF Lender with respect to certain additional defaults in respect of which the CCF Lender is forbearing. The terms of such forbearance agreement are otherwise unchanged.
The Company continues to explore strategic and financing alternatives. There can be no assurance that any such transactions, including the Proposed Transactions, will be entered into or consummated before the Forbearance Period expires, and that the Mortgage Lender will not exercise its rights and remedies, including seeking to foreclose on the 77 Greenwich property and assets securing the loan, among other remedies, or before the forbearance periods under the previously disclosed forbearance agreements with the CCF Lender and lender under the Company’s mezzanine loan expire, and that the lenders thereunder will not exercise their respective rights and remedies. Any definitive agreements if entered into would be subject to conditions to closing, including stockholder approval if applicable, and there is no assurance that such transactions would be consummated on terms or a timeframe acceptable to the Company or at all. Even if a strategic transaction and/or other transaction(s) are entered into, the benefits to stockholders, if any, of such transactions are uncertain. There can also be no assurance that the Company will be able to obtain additional forbearance from the Mortgage Lender or the other lenders or complete a restructuring or refinancing and/or obtain an acceptable waiver or amendment under all or any of the facilities on terms acceptable to the Company, or at all, or that the Company’s cash position will extend through the date on which forbearance terminates.
